Exhibit 10.11
OPEN PLAN SYSTEMS, INC.
NON-EMPLOYEE DIRECTOR
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of _______, 199_, between Open Plan Systems,
Inc., a Virginia corporation (the "Company"), and _______________ ("Optionee"),
is made pursuant and subject to the provisions of the Company's 1996 Stock
Option Plan for Non-Employee Directors (the "Plan"), a copy of which is
attached. All terms used herein that are defined in the Plan shall have the same
meaning given them in the Plan.
1. Grant of Option. Pursuant to the terms of the Plan, the
Company hereby grants to Optionee, subject to the terms and conditions of the
Plan and subject further to the terms and conditions herein set forth, the right
and option to purchase from the Company all or any part of an aggregate of One
Thousand (1,000) shares of the Common Stock of the Company (the "Common Stock")
at an option price per share of $______. Such option is to be exercisable as
hereinafter provided.
2. Terms and Conditions. This option is subject to the following
terms and conditions:
(a) Expiration Date. The Expiration Date of this option
is ________, 200_.
(b) Exercise of Option. This option shall be exercisable
with respect to the total number of shares covered by this option after the
expiration of six (6) months from the granting of the option. Once this option
has become exercisable with respect to the total number of shares in accordance
with the preceding sentence, it shall continue to be exercisable with respect to
such shares until the termination of Optionee's rights hereunder pursuant to
paragraph 3, 4 and 5 or, otherwise, until the Expiration Date. A partial
exercise of this option shall not affect Optionee's right to exercise
subsequently this option with respect to the remaining shares that are
exercisable, subject to the six month vesting period set forth in the first
sentence of this subparagraph (b) and the conditions of the Plan and this
Agreement.
(c) Method of Exercising and Payment for Shares. This
option may be exercised only by written notice delivered to the attention of the
Company's Secretary at the Company's principal office in Richmond, Virginia. The
written notice shall specify the number of shares being acquired pursuant to the
exercise of the option when such option is being exercised in part in accordance
with subparagraph 2(b) hereof. The exercise date shall be the date upon which
such notice is received by the Company. Such notice shall be
accompanied by payment of the option price in full for each share either in cash
in United States Dollars, or by the surrender of shares of Common Stock, or by
cash equivalent acceptable to the Company or any combination thereof having an
aggregate fair market value equal to the total option price for all the shares
being purchased.
(d) Cashless Exercise. To the extent permitted by
applicable laws and regulations, at the request of the Optionee, the Company
will cooperate in a "cashless exercise" in accordance with Section 7.03 of the
Plan.
(e) Nontransferability. This option is nontransferable
except, in the event of the Optionee's death, by will or by the laws of descent
and distribution subject to the terms hereof. During Optionee's lifetime, this
option may be exercised only by Optionee.
3. Exercise in the Event of Death. Subject to the six month
exercisability requirement set forth in Section 2(b) hereof, this option shall
remain exercisable with respect to any shares yet unexercised in the event that
Optionee dies prior to exercising this option in full and prior to the
Expiration Date of this option. In that event, this option may be exercised by
Optionee's estate, or the person or persons to whom his rights under this option
shall pass by will or the laws of descent and distribution. Optionee's estate or
such persons must exercise this option with respect to the remaining shares
subject to the option, if at all, within two years of the date of Optionee's
death or during the remainder of the period preceding the Expiration Date,
whichever is shorter.
4. Exercise in the Event of Permanent and Total Disability.
Subject to the six month exercisability requirement set forth in Section 2(b)
hereof, this option shall remain exercisable with respect to any shares yet
unexercised if Optionee becomes permanently and totally disabled (within the
meaning of Section 105(d)(4) of the Code) while serving on the Board prior to
exercising this option in full and prior to the Expiration Date of this option.
In such event, Optionee must exercise this option with respect to the remaining
shares subject to the option, if at all, within two years of the date on which
he ceases serving on the Board due to permanent and total disability or during
the remainder of the period preceding the Expiration Date, whichever is shorter.
5. Exercise After Resignation, Non-Election or Other Approved
Circumstance. Subject to the six month exercisability requirement set forth in
Section 2(b) hereof, in the event that Optionee resigns from or is not
re-elected or does not stand for re-election to the Board or in any other
circumstance approved by the Board in its sole discretion, this option shall
remain exercisable with respect to any shares yet unexercised but must be
exercised by Optionee, if at all, within two years following the date of his
resignation or cessation of service on
the Board, or within the period prescribed by the Board in an approved
circumstance, or during the remainder of the period preceding the Expiration
Date, whichever is shorter.
6. Fractional Shares. Fractional shares shall not be issuable
hereunder, and when any provision hereof may entitle Optionee to a fractional
share such fraction shall be disregarded.
7. Investment Representation. Optionee agrees that, unless such
shares shall previously have been registered under the Securities Act of 1933,
(a) any shares purchased by him hereunder will be purchased for investment and
not with a view to distribution or resale, and (b) until such registration,
certificates representing such shares may bear an appropriate legend to assure
compliance with such Act. This investment representation shall terminate when
such shares have been registered under the Securities Act of 1933.
8. Change in Capital Structure. Subject to any required action
by the shareholders of the Company, the number of shares of Common Stock covered
by this option, and the price per share thereof, shall be proportionately
adjusted and its terms shall be adjusted as the Committee shall determine to be
equitably required for any increase or decrease in the number of issued and
outstanding shares of Common Stock of the Company resulting from any stock
dividend (but only on the Common Stock), stock split, subdivision, combination,
reclassification, recapitalization or general issuance to holders of Common
Stock of rights to purchase Common Stock at substantially below its then fair
market value or any change in the number of such shares outstanding effected
without receipt of cash or property or labor or services by the Company or for
any spin-off, spin-out, split-up, split-off or other distribution of assets to
shareholders.
In the event of a change in the Common Stock of the Company as
presently constituted, which is limited to a change of all of its authorized
shares with par value or without par value, the shares resulting from any such
change shall be deemed to be the Common Stock within the meaning of the Plan.
The grant of this option pursuant to the Plan shall not affect in any
way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.
9. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the Commonwealth of
Virginia, except to the extent that federal law shall be deemed to apply.
10. Conflicts. In the event of any conflict between the provisions
of the Plan as in effect on the date hereof and the provisions of this
Agreement, the provisions of the Plan shall govern. All references herein to the
Plan shall mean the Plan as in effect on the date hereof.
11. Optionee Bound by Plan. Optionee hereby acknowledges receipt
of a copy of the Plan and agrees to be bound by all the terms and provisions
thereof.
12. Binding Effect. Subject to the limitations stated above and
in the Plan, this Agreement shall be binding upon and inure to the benefit of
the legatees, distributees, and personal representatives of Optionee and the
successors of the Company.
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed
by a duly authorized officer, and Optionee has affixed his signature hereto.
OPTIONEE: OPEN PLAN SYSTEMS, INC.
________________________ By:__________________________
